Terms of Service

Digital Giftings. Real Connections.

TERMS & CONDITIONS

For Individual Users, Merchants & Business Clients

TABLE OF CONTENTS

1. Introduction & Acceptance
2. Definitions & Interpretation
3. Eligibility & Account Registration

PART A — Terms Applicable to Individual Users

• A.1 Scope of Individual Use
• A.2 Account & Identity Verification
• A.3 Permitted & Prohibited Use
• A.4 Sending & Receiving Digital Gifts
• A.5 Fees & Charges Applicable to Individuals
• A.6 Refunds, Cancellations & Expiry

PART B — Terms Applicable to Merchants

• B.1 Merchant Onboarding
• B.2 Issuance & Redemption of Vouchers
• B.3 Settlement & Payouts
• B.4 Merchant Fees & Commissions
• B.5 Compliance & Anti-Fraud Obligations
• B.6 Suspension & Termination of Merchant Accounts

PART C — Terms Applicable to Business / Corporate Clients

• C.1 Scope of Business Use
• C.2 Campaign & Bulk Distribution Services
• C.3 Service Levels & Reporting
• C.4 Invoicing, Payment & Pre-Funding
• C.5 Data Use & Confidentiality
• C.6 Tax Obligations

1. Intellectual Property
2. Data Protection & Privacy
3. Limitation of Liability & Indemnity
4. Dispute Resolution & Governing Law
5. Force Majeure
6. Amendments & General Provisions
7. Contact Information

1. Introduction & Acceptance

These Terms and Conditions (the "Terms") constitute a legally binding agreement between Quivy ("Quivy", "we", "us", or "our"), a company incorporated and existing under the laws of the Federal Republic of Nigeria with registration number RC9065513, having its registered office at 1 Alhaji Akinsanya Estate, Ibeshe, Ikorodu, and you, the user of the Quivy platform, services, and any associated applications, websites, or interfaces (collectively, the "Platform").

By accessing, registering for, or using the Platform in any capacity — whether as an Individual User, Merchant, or Business Client — you confirm that you have read, understood, and agree to be bound by these Terms in their entirety, together with our Privacy Policy and any supplemental terms that may apply to specific products or services. If you do not agree to these Terms, you must not access or use the Platform.

These Terms are organised into general provisions applicable to all users and three (3) specific Parts (A, B, and C), each addressing the user category most relevant to you. Where you operate under more than one category (for example, as both a Merchant and a Business Client), the Terms of each applicable Part shall apply concurrently.

2. Definitions & Interpretation

In these Terms, unless the context otherwise requires, the following expressions shall have the meanings ascribed to them below:

2.2 Interpretation. References to statutes shall include any statutory modification or re-enactment thereof. Words denoting the singular shall include the plural and vice versa. Headings are inserted for convenience only and shall not affect the construction of these Terms.

3. Eligibility & Account Registration

3.1 To register an Account, you must be at least eighteen (18) years of age, possess full legal capacity to enter into a binding contract under Nigerian law, and not be barred from receiving Services under any applicable law or sanctions regime.

3.2 You agree to provide accurate, complete, and current information during registration and to update such information as required. Quivy reserves the right to request and verify any information submitted and to suspend or terminate an Account where information is found to be false, misleading, or incomplete.

3.3 You shall be solely responsible for safeguarding your Account credentials and for all activities undertaken through your Account. Quivy shall not be liable for any loss arising from unauthorised access where such access results from your failure to maintain the confidentiality of your credentials.

PART ATerms Applicable to Individual Users

A.1 Scope of Individual Use

This Part A applies to Individual Users who access the Platform for personal, non-commercial purposes, including but not limited to sending Digital gifts to friends, family members, or acquaintances, and participating in or organising informal giveaways.

A.2 Account & Identity Verification

A.2.1 Individual Users shall complete the registration process by providing such personal information as Quivy may reasonably require, including a verified email address and/or mobile telephone number.

A.2.2 Quivy may, in compliance with applicable Know-Your-Customer (KYC) and Anti-Money Laundering (AML) regulations, request additional identification documents, including a valid government-issued identification (such as the National Identification Number (NIN), International Passport, or Driver's Licence), particularly where transaction values exceed thresholds prescribed by the Central Bank of Nigeria.

A.3 Permitted & Prohibited Use

Individual Users may:

• purchase and send Digital gifts to one or more Recipients for personal gifting purposes;
• organise non-commercial giveaway contests using the Platform's campaign tools;
• redeem Digital gifts received from other users in accordance with their respective issuing terms;
• manage their personal Account, transaction history, and preferences through the Platform.

Individual Users shall not:

• use the Platform for any commercial, resale, or for-profit distribution of Digital gifts;
• engage in any activity constituting fraud, money laundering, or the funding of unlawful activity;
• purchase or transmit Digital gifts using payment instruments not lawfully belonging to them;
• impersonate any other person or misrepresent their identity or relationship with a Recipient;
• circumvent, disable, or interfere with security-related features of the Platform.

A.4 Sending & Receiving Digital Gifts

A.4.1 Digital gifts purchased by an Individual User shall be delivered to the Recipient via the delivery channel (which includes email and/or SMS and/or in-app notification and/or shareable link).

A.4.2 Quivy does not guarantee receipt of a Digital Reward where the Recipient's contact details have been provided incorrectly by the sender, or where the Recipient's messaging service, network, or device prevents successful delivery.

A.4.3 Each Digital Reward shall be governed by its specific terms, including its monetary value, redemption period, eligible Merchants, and any applicable restrictions, all of which shall be displayed at the point of purchase.

A.5 Fees & Charges Applicable to Individuals

A.5.1 Quivy will charge a service fee at the point of purchase, which shall be transparently disclosed prior to checkout. Such fees are inclusive of applicable taxes unless expressly stated otherwise.

A.5.2 Payment processing charges levied by third-party payment service providers shall be passed through to the Individual User as displayed at checkout.

A.6 Refunds, Cancellations & Expiry

A.6.1 Once a Digital gift has been successfully delivered to a Recipient, the transaction shall be deemed final and non-refundable, save as required by applicable consumer protection law or where Quivy, in its sole discretion, determines that a refund is warranted.

A.6.2 Digital gift may be subject to expiry periods specified at the point of issuance. Quivy shall not be liable for any loss of value arising from a Recipient's failure to redeem a Digital Reward within its stated validity period.

A.6.3 Where a Digital gift expires without being redeemed by the Recipient, the monetary value of such Digital Reward shall be returned to the wallet of the sender, less any applicable processing, service, or transaction charges incurred by Quivy in connection with the original issuance.

PART BTerms Applicable to Merchants

B.1 Merchant Onboarding

B.1.1 Entities seeking to list and fulfil Digital gifts through the Platform shall complete the Merchant KYC/KYB process, which shall include such additional documentation as Quivy may reasonably require for compliance purposes.

B.1.2 Quivy reserves the right to accept or reject any Merchant application at its sole discretion, including where the proposed Merchant's business model is incompatible with the Platform or where compliance risk thresholds cannot be satisfied.

B.2 Issuance & Redemption of Vouchers

B.2.1 The Merchant warrants that all Digital gifts listed by it on the Platform are: (i) genuine; (ii) issued with full authority; (iii) free of encumbrance; and (iv) redeemable in accordance with the terms communicated to the Recipient.

B.2.2 The Merchant shall honour all valid Digital gifts presented for redemption within their stated validity period, in the currency, denomination, and on the terms displayed at the point of issuance.

B.2.3 The Merchant shall not impose conditions on redemption that materially differ from or are more onerous than those disclosed at the point of issuance, save where such conditions are required by law.

B.2.4 Custom & Co-Branded Designs. The Merchant acknowledges that Quivy may, from time to time, engage the Merchant to produce customised or co-branded versions of its Digital Rewards for the benefit of specific Business Clients (for example, where a Business Client wishes to issue Merchant-branded Digital Rewards bearing the Business Client's own corporate identity or campaign branding). In connection therewith:

(a) the Merchant shall make commercially reasonable efforts to accommodate such co-branding requests within a mutually agreed timeline;

(b) the Merchant shall retain reasonable approval rights over the use of its trademarks, logos, and brand assets, and shall not be obliged to produce any design which, in the Merchant's reasonable opinion, would dilute, misrepresent, or damage its brand;

(c) each party warrants that it owns or has secured the necessary rights, licences, and consents in respect of the intellectual property contributed by it to any co-branded design, and grants the other party (and Quivy) a limited, non-exclusive, royalty-free licence to use such intellectual property solely for the purposes of the relevant campaign; and

(d) any costs associated with the production of bespoke or co-branded designs shall be addressed in the campaign-specific commercial terms agreed between Quivy, the Merchant, and the relevant Business Client.

B.3 Settlement & Payouts

B.3.1 Settlement of redeemed Digital gifts to Merchants shall be effected in Nigerian Naira (NGN) and credited to the Merchant's designated bank account in accordance with the settlement schedule communicated by Quivy, which may be instant, daily, weekly, or such other interval as may be agreed.

B.3.2 Settlement amounts shall be net of: (i) Quivy's applicable commission and service fees; (ii) any chargebacks, reversals, or refunds; and (iii) any amounts withheld in respect of disputed transactions pending resolution.

B.3.3 Quivy shall provide each Merchant with a detailed settlement report itemising transactions, deductions, and net amounts payable.

B.4 Merchant Fees & Commissions

B.4.1 Quivy shall charge the Merchant a commission on each redeemed Digital Reward, at the rate set out in the Merchant's onboarding schedule or such other rate as may be agreed in writing from time to time.

B.4.2 Quivy reserves the right to revise commission rates upon thirty (30) days' prior written notice to the Merchant. Continued use of the Platform following the effective date of any such revision shall constitute acceptance of the revised rates.

B.5 Compliance & Anti-Fraud Obligations

B.5.1 The Merchant shall at all times comply with all applicable laws and regulations of the Federal Republic of Nigeria, including but not limited to:

• the Money Laundering (Prevention and Prohibition) Act, 2022;
• the Companies and Allied Matters Act (CAMA), 2020;
• the Federal Competition and Consumer Protection Act, 2018;
• the Nigeria Data Protection Act, 2023, and any regulations made thereunder;
• the applicable regulations of the Central Bank of Nigeria (CBN) where relevant to the Merchant's activities.

B.5.2 The Merchant shall promptly notify Quivy of any actual or suspected fraudulent activity, security breach, or unauthorized use of the Platform identified by the Merchant.

B.6 Suspension & Termination of Merchant Accounts

B.6.1 Quivy may, with or without prior notice, suspend or terminate a Merchant's Account where: (i) the Merchant breaches these Terms; (ii) the Merchant becomes insolvent, enters liquidation, or has a receiver appointed; (iii) the Merchant's continued listing poses a regulatory, reputational, or financial risk to Quivy; or (iv) the Merchant fails to honour validly issued Digital gifts.

B.6.2 Either party may terminate the Merchant relationship for convenience upon thirty (30) days' prior written notice, subject to the discharge of any outstanding obligations.

PART CTerms Applicable to Business Clients

C.1 Scope of Business Use

This Part C applies to Business Clients who engage the Platform for corporate purposes, including the procurement and distribution of Digital gifts for marketing campaigns, customer loyalty programmes, employee gifting engagement, lead generation, and similar commercial applications.

C.2 Campaign & Bulk Distribution Services

C.2.1 Quivy shall, where engaged, provide Business Clients with the tools necessary to design, launch, and manage gifting campaigns, including the capability to issue Digital gifts in bulk, schedule deliveries, customize messaging and branding, and track campaign performance through the Platform's analytics dashboard.

C.2.2 The Business Client warrants that all Recipient data uploaded to the Platform has been collected and is being processed in compliance with the Nigeria Data Protection Act, 2023, and that the Business Client has obtained all necessary consents and legal bases for the processing of such data by Quivy.

C.3 Service Levels & Reporting

C.3.1 Quivy shall use commercially reasonable endeavours to ensure that the Platform is available with an uptime target of ninety-nine point five percent (99.5%) on a monthly basis, excluding scheduled maintenance and Force Majeure events.

C.3.2 Business Clients shall be entitled to access campaign reports, and analytics through the Platform's reporting interface.

C.4 Payment & Pre-Funding

C.4.1 Upon successful registration and completion of the Know-Your-Business (KYB) verification process, each Business Client shall be automatically assigned a dedicated virtual account through the Platform. This virtual account serves as the Business Client's funding instrument and shall be used exclusively for the purpose of crediting the Business Client's Quivy wallet, from which all campaign disbursements and Digital Reward issuances shall be drawn.

C.4.2 Prior to the launch of any campaign, the Business Client shall ensure that their Quivy wallet holds sufficient funds to cover the full value of Digital Rewards to be issued under such campaign, together with all applicable Quivy service fees and charges. Quivy shall not be obliged to initiate or continue a campaign where the Business Client's wallet balance is insufficient to meet the anticipated disbursement obligations.

C.4.3 Where a Digital Reward issued under a campaign expires without redemption by the Recipient, the monetary value of such Digital Reward shall be returned to the Business Client's Quivy wallet, less any applicable processing, service, or transaction charges incurred by Quivy in connection with the original issuance. No separate refund request shall be required in respect of such automatic reversals.

C.5 Data Use & Confidentiality

C.5.1 Each party undertakes to treat as confidential, and shall not disclose to any third party (save as required by law or with the prior written consent of the disclosing party), all non-public information acquired in connection with these Terms, including campaign data, Recipient lists, pricing terms, and business strategies.

C.5.2 Quivy may use anonymized and aggregated transaction data for the purposes of improving the Platform, generating industry insights, and benchmarking, provided that no individual Recipient or Business Client may be identified from such data.

C.6 Tax Obligations

Each Business Client shall be solely responsible for the assessment, withholding, and remittance of any taxes (including but not limited to Value Added Tax, Withholding Tax where applicable) arising from its use of the Platform and the distribution of Digital gifts.

4. Intellectual Property

4.1 All intellectual property rights subsisting in the Platform, including but not limited to software, source code, user interfaces, designs, trademarks (including the "Quivy" name and logo), and documentation, are and shall remain the exclusive property of Quivy or its licensors.

4.2 Subject to your compliance with these Terms, Quivy grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purposes contemplated herein.

4.3 Nothing in these Terms shall be construed as transferring any intellectual property rights to you. You shall not reproduce, modify, reverse engineer, or create derivative works from any element of the Platform without Quivy's prior written consent.

5. Data Protection & Privacy

5.1 Quivy is committed to the protection of personal data and processes personal data in accordance with the Nigeria Data Protection Act, 2023, the Nigeria Data Protection Regulation, and any related subsidiary legislation.

5.2 The collection, use, storage, and disclosure of personal data through the Platform shall be governed by Quivy's Privacy Policy, which forms an integral part of these Terms and is incorporated herein by reference.

6. Limitation of Liability & Indemnity

6.1 To the maximum extent permitted by applicable law, Quivy shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business opportunity, loss of goodwill, or loss of data, arising out of or in connection with your use of or inability to use the Platform.

6.2 Without prejudice to the foregoing, Quivy's aggregate liability under or in connection with these Terms, whether arising in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by you to Quivy in the three (3) months immediately preceding the event giving rise to the claim.

6.3 You agree to indemnify, defend, and hold harmless Quivy, its directors, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (i) your breach of these Terms; (ii) your violation of any applicable law; or (iii) your infringement of any third-party right through your use of the Platform.

7. Dispute Resolution & Governing Law

7.1 These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

7.2 Any dispute, controversy, or claim arising out of or relating to these Terms, including the formation, interpretation, breach, or termination thereof, shall first be referred to good-faith negotiation between the parties for a period of thirty (30) days from the date of written notice by one party to the other.

7.3 Where the dispute remains unresolved following the negotiation period, the parties agree to refer the dispute to arbitration in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act, 2023. The arbitral tribunal shall consist of a sole arbitrator appointed by agreement of the parties or, failing such agreement, by the Chartered Institute of Arbitrators (Nigeria Branch). The seat of arbitration shall be Lagos, and the language of arbitration shall be English.

7.4 Notwithstanding the foregoing, either party may seek interim or injunctive relief from any court of competent jurisdiction in Nigeria for the protection of its rights pending the outcome of arbitration.

8. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, governmental actions, civil unrest, war, acts of terrorism, failures of public infrastructure, or interruptions of telecommunications or power supply. The affected party shall promptly notify the other party of the Force Majeure event and shall use reasonable efforts to mitigate its effects.

9. Amendments & General Provisions

9.1 Amendments. Quivy reserves the right to amend these Terms at any time. Material changes shall be notified to users through the Platform or by such other means as Quivy may reasonably select, at least fourteen (14) days prior to the effective date. Continued use of the Platform following the effective date of any amendment shall constitute acceptance of the amended Terms.

9.2 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

9.3 Waiver. No failure or delay by Quivy in exercising any right under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of such right.

9.4 Assignment. You shall not assign or transfer any of your rights or obligations under these Terms without Quivy's prior written consent. Quivy may assign these Terms to any affiliate or successor entity without your prior consent.

9.5 Entire Agreement. These Terms, together with the Privacy Policy and any supplemental terms incorporated by reference, constitute the entire agreement between you and Quivy in respect of the subject matter hereof and supersede all prior agreements, representations, and understandings.

10. Contact Information

All notices, queries, and communications relating to these Terms shall be addressed to Quivy as follows:

By using the Quivy Platform, you acknowledge that you have read, understood, and accepted these Terms and Conditions in their entirety.

END OF DOCUMENT